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                                                                    EXHIBIT 10.7



                                18th March 2004

                        (1)   ALEXANDER CATTO AND OTHERS

                        (2)   BAM! ENTERTAINMENT, INC

                            SHARE PURCHASE AGREEMENT
    RELATING TO THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF
                            SOE DEVELOPMENT LIMITED

                             [LAWRENCE GRAHAM LOGO]

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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                            PAGE
<S>                                                               <C>
1.    Definitions and interpretation                               1
2.    Exchange                                                     4
3.    Conditions precedent                                         4
4.    Sale and purchase of the shares and consideration            5
5.    Position pending completion                                  6
6.    Completion                                                   7
7.    Buyer Warranties                                             9
8.    Entire agreement                                             9
9.    Waiver                                                       9
10.   Variation                                                   10
11.   Confidentiality                                             10
12.   Announcements                                               11
13.   Assignment                                                  11
14.   Notices                                                     12
15.   Counterparts                                                13
16.   Costs and expenses                                          13
17.   Rights of third parties                                     13
18.   General provisions                                          13
19.   Governing law and jurisdiction                              14
Schedule 1 - Particulars of the Sellers                           15
Schedule 2 - Resolution Exit Shares                               23
   Part 2 - Particulars of the Loan Noteholders                   23
Schedule 3 - Loan Notes                                           26
Schedule 4 - Buyer's Warranties                                   29
Schedule 5 - Investor Criteria                                    31
</TABLE>

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THIS AGREEMENT is made the 18th day of March 2004

BETWEEN:

(1)   THE SEVERAL PERSONS whose names and addresses are set out in column (1) of
      schedule 1 hereto (the "Sellers"); and

(2)   BAM ENTERTAINMENT, INC a Delaware corporation (the "Buyer")

WHEREAS

(A)   The Sellers wish to sell and the Buyer is willing to purchase the Shares
      (as defined below) on the terms and subject to the conditions set out in
      this agreement.

NOW IT IS HEREBY AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   In this agreement and the schedules the following expressions shall unless
      the context otherwise requires have the meanings following:

      "BoS"                      means Bank of Scotland;

      "BoS Exit Shares"          means the Consideration Shares to be issued to
                                 BoS or its nominee as set out in clause 4.2 (d)
                                 of this agreement;

      "BoS Overdraft Facility"   means the overdraft facility of the Company in
                                 the sum of (pound)500,000 from BoS as
                                 documented in the overdraft facility letter
                                 from BoS to the Company dated 9 October 2003;

      "BoS Side Letter"          the letter from BoS consenting to the issue of
                                 the New Shares to the New Shareholders and
                                 confirming the continuance of the BoS Overdraft
                                 Facility;

      "Business Day"             a day on which banks shall be open in London
                                 for the conduct of general banking business
                                 (excluding Saturdays);

      "Buyer's Shareholder       the shareholder approval of the Buyer as
      Approval"                  described in clause  3.1.3

      "Buyer's Solicitors"       Lawrence Graham of 190 Strand, London WC2R 1JN;

      "Company"                  means SOE Development Limited, a company
                                 incorporated in England and Wales with
                                 registered number 4856653;

      "Company Loan Stock"       the (pound)2,475,000 floating rate Unsecured
                                 Loan Notes 2005 constituted by the Loan Note
                                 Instrument issued by the Company and dated 10
                                 October 2003;

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                                                                          PAGE 2

      "Completion"               completion of the obligations of the parties in
                                 accordance with the provisions of clause 6 of
                                 this agreement;

      "Completion Consideration  means the Consideration Shares to be issued to
      Shares"                    the Sellers in accordance with clause 4.2 (a)
                                 of this agreement;

      "Conditions"               the conditions set out in clause 3.1;

      "Consideration"            the consideration for the Shares;

      "Consideration Shares"     newly issued common stock of the Buyer of $0.01
                                 par value per share;

      "Deed of Warranty"         the deed of warranty between the Warrantors and
                                 the Buyer pursuant to which the Warrantors have
                                 given the Warranties;

      "Development Agreement"    the development agreement made between the
                                 Company and VIS dated 10 October 2003;

      "Disclosure Letter"        the letter dated the date of this Agreement
                                 from the Warrantors to the Buyer relating to
                                 the Warranties;

      "Encumbrance"              includes any interest or equity of any person
                                 (including, without prejudice to the generality
                                 of the foregoing, any right to acquire, option,
                                 right of first refusal or right of
                                 pre-emption), or any mortgage, charge, pledge,
                                 lien, restriction, assignment, hypothecation,
                                 security interest, title retention or any other
                                 security agreement or arrangement (including,
                                 without limitation, a title transfer and
                                 retention arrangement) having similar effect;

      "Escrow Letter"            the escrow letter to be entered into, inter
                                 alia, between the Buyer and the Sellers at
                                 Completion and regulating the terms upon which
                                 the Escrow Consideration Shares are to be held
                                 in escrow to meet a shortfall in net assets of
                                 VIS on completion of the Offer and claims made
                                 by the Buyer against the VIS shareholders
                                 and/or the Sellers;

      "Escrow Consideration      the Consideration Shares to be retained by the
      Shares"                    Seller as set out in clause 4.2 (b) of this
                                 agreement;

      "Lock-Up Agreement"        the lock-up agreement to be entered into, inter
                                 alia, between the Buyer and the Sellers, BoS
                                 and the Resolution Partners Limited Assignees
                                 pursuant to which the Sellers undertake to be
                                 subject to restrictions on selling the
                                 Consideration Shares for a period of up to 12
                                 months after the Offer is declared
                                 unconditional in all respects;

      "Long-Stop Date"           19 May 2004;

      "New Shares"               means the 5,000 Shares to be issued to the New
                                 Shareholders in the numbers set against their
                                 names

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                                                                          PAGE 3

                                 in column (1) schedule 1 prior to Completion;

      "New Shareholders"         Christian Richard David van der Kuyl, Patrick
                                 Burns and Peter Baillie;

      "Offer"                    the offer (including any extension thereof) to
                                 be made to the shareholders of VIS on the terms
                                 set out in the Offer Document;

      "Offer Document"           the document in the approved terms to be issued
                                 by the Buyer to the holders of the entire
                                 issued share capital of VIS and pursuant to
                                 which the Offer will be made and the form of
                                 acceptance thereto;

      "Registration Rights       the registration rights agreement to be entered
      Agreement"                 into between the Buyer and the Sellers in the
                                 agreed form;

      "Resolution Partners       the consent of the Resolution Partners Limited
      Consent"                   Assignees to the issue of the Resolution
                                 Consideration Shares in settlement of all sums
                                 due to them under the Resolution Partners
                                 Entitlement Agreement;

      "Resolution Exit Shares"   the Consideration Shares to be issued to the
                                 Resolution Partners Limited Assignees as set
                                 out in clause 4.2 (c) of this agreement;

      "Resolution Partners       the entitlement agreement between the Company
      Entitlement Agreement"     and Resolution Partners Limited dated 10
                                 October 2003 the benefit of which has been
                                 assigned to the Resolution Partners Limited
                                 Assignees;

      "Resolution Partners       the assignees of the Resolution Partners
      Limited Assignees"         Entitlement Agreement whose names and addresses
                                 are set out in schedule 2;

      "SEC"                      the US Securities and Exchange Commission;

      "Securities Act"           the US Securities Act of 1933 as amended;

      "Sellers'                  Cairnsea Investments Limited or such other
      Representatives"           entity notified by the Sellers to the Buyer
                                 from time to time;

      "Sellers' Solicitors"      Taylor Wessing, Carmelite, 50 Victoria
                                 Embankment, Blackfriars, London EC4Y 0DX;

      "Shares"                   the shares of the Company specified in columns
                                 (1) and (2) of schedule 1;

      "Updated Disclosure        the Disclosure Letter as updated on Completion;
      Letter"

      "VIS Consent"              the written consent of VIS to the change of
                                 control of the Company as required by clause 12
                                 of the Development Agreement;

      "VIS"                      VIS Entertainment plc (a company registered in
                                 Scotland with company number SC160499);

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                                                                          PAGE 4

      "Warranties"               the representations and warranties contained or
                                 referred to in the Deed of Warranty;

      "Warrantors"               Alexander Catto and Andrew Lapping;

1.2   The expressions "Sellers" and "Warrantors" include their respective
      personal representatives and successors.

1.3   Any document expressed to be "in the approved terms" is a reference to a
      document in a form approved and for the purpose of identification signed
      by or on behalf of the parties hereto.

1.4   References to clauses sub-clauses and schedules unless the context
      otherwise requires, are references to clauses and sub-clauses of this
      agreement and schedules to this agreement.

1.5   In this agreement and the schedules unless the context otherwise requires
      a reference to one gender shall include all genders, the singular shall
      include the plural and vice versa, and references to persons shall include
      bodies corporate, unincorporated associations and partnerships. References
      to the word "include" or "including" are to be construed without
      limitation and the "eiusdem generis" rule shall not apply.

1.6   The headings in this agreement and the schedules are inserted for
      convenience only and shall not affect the construction hereof.

2.    EXCHANGE

2.1   On the signing of this agreement the Warrantors shall procure:

      2.1.1 the delivery to the Company of the BoS Side Letter;

      2.1.2 the issue of the New Shares to the New Shareholders;

      2.1.3 the delivery to the Company of the VIS Consent;

      2.1.4 the delivery to the Company of the Resolution Partners Consent;

      2.1.5 delivery to the Buyer of the Deed of Warranty duly executed by the
            Warrantors; and

      2.1.6 delivery to the Buyer of the Disclosure Letter.

3.    CONDITIONS PRECEDENT

3.1   Completion of this agreement is conditional upon:

      3.1.1 the Offer being made and becoming unconditional in all respects
            (other than any condition relating to the completion of this
            Agreement) and not being terminated;

      3.1.2 the Buyer raising not less than US$12,350,000 net of expenses by way
            of an equity fundraising in the United States of America;

      3.1.3 all necessary resolutions being passed by the stockholders of the
            Buyer approving (amongst other things) the use of 4,500,000 shares
            in the Buyer pursuant to the Offer, the issue of the Consideration

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                                                                          PAGE 5

            Shares and the issue of a further 750,000 shares in the Buyer for
            the purposes of the Escrow Letter.

3.2   The Buyer shall use all reasonable endeavours to procure the satisfaction
      of the conditions set out at sub-clause 3.1 as soon as reasonably
      practicable and in any event not later than the Long-Stop Date.

3.3   The Buyer shall undertake that if it becomes aware of a fact or matter or
      circumstances that might prevent a condition set out in clause 3.1 being
      satisfied it shall immediately inform the other party or parties to this
      agreement.

3.4   Neither the Buyer nor the Sellers shall be entitled to waive any of the
      Conditions in clause 3.1 without obtaining the prior written consent of
      the other and VIS and any alteration to this clause 3.4 shall require the
      prior written consent of the other and VIS.

3.5   If any of the Conditions set out in clause 3.1 has not been satisfied by
      midday Greenwich Mean Time on the Long-Stop Date each party's rights and
      obligations under this agreement shall cease immediately on termination
      without any liability under this agreement.

4.    SALE AND PURCHASE OF THE SHARES AND CONSIDERATION

4.1   Each Seller hereby agrees to sell with full title guarantee and the Buyer
      hereby agrees to purchase with effect from Completion the number of Shares
      as set opposite that Seller's name at columns (1) and (2) of schedule 1
      free from any Encumbrance and together with all accrued benefits and
      rights.

4.2   The Consideration shall be the issue of 4,500,000 Consideration Shares
      which the Sellers direct shall be allotted and issued as follows:

      (a)   3,454,376 Consideration Shares (the "Completion Consideration
            Shares") will be issued to the Sellers on Completion in the numbers
            set out opposite their names in column (3) of schedule 1;

      (b)   600,000 Consideration Shares (the "Escrow Consideration Shares")
            will be retained by the Buyer from the Sellers in the numbers set
            out opposite their names in column (4) of schedule 1 and held by the
            escrow agent in accordance with the terms of the Escrow Letter and
            the Offer Document;

      (c)   135,000 Consideration Shares (the "Resolution Exit Shares") shall be
            issued to the Resolution Partners Limited Assignees in the numbers
            set out opposite their names in column (1) of schedule 2 or such
            other proportions as the Resolution Partners Limited Assignees may
            direct in settlement of the exit payment due to the Resolutions
            Partners Limited Assignees under the Resolution Partners Entitlement
            Agreement; and

      (d)   310,624 Consideration Shares (the "BoS Exit Shares") shall be issued
            to BoS or its nominee in settlement of the exit payment due to BoS
            under the BoS Overdraft Facility Letter.

4.3   The Buyer agrees that if at any time it increases the value of the Offer
      as outlined in the Offer Document it will procure that the Consideration
      payable to the Sellers under this agreement is increased on identical
      terms and paid to the Sellers on identical terms.

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                                                                          PAGE 6

4.4   Each of the Sellers hereby severally waives any rights which he may have
      under the articles of association of the Company to have the Shares or any
      of them offered to him for purchase or to participate in the Consideration
      in any manner which is inconsistent with the terms of this Agreement.

4.5   In circumstances where this Agreement has lapsed for whatever reason then
      the Deed of Warranty shall cease to be of any effect and the Directors
      shall have no liability whatsoever in respect thereof.

5.    POSITION PENDING COMPLETION

5.1   For the period from the date of this agreement to Completion, the
      Warrantors shall use all reasonable endeavours to procure that the
      business of the Company is carried on in the ordinary and usual course as
      regards the nature, scope and manner of conducting the same and that no
      transaction outside the ordinary course of business is carried out without
      the prior written consent of the Buyer. Without prejudice to the
      generality of the foregoing, the Warrantors shall use all reasonable
      endeavours to procure that the Company shall not without the prior written
      consent of the Buyer and other than as expressly contemplated by this
      agreement:

      5.1.1 vary or agree to vary any class rights attached to any shares,
            create or issue or agree to create or issue any shares, or grant or
            agree to grant any option over any shares or uncalled capital or
            issue any securities convertible into shares;

      5.1.2 capitalise any amount standing to the credit of any reserve or
            redeem or purchase any shares or otherwise reorganise share capital;

      5.1.3 admit any person (other than a party to this agreement), whether by
            subscription, transfer or transmission, as a member;

      5.1.4 create, grant or agree to create, extend, or grant any mortgage,
            charge, debenture, lease or other encumbrance over or affecting any
            of its assets or undertaking;

      5.1.5 dispose of or agree to dispose of any of its assets (except in the
            ordinary course of trading) or the whole or any part of its
            undertaking;

      5.1.6 acquire or agree to acquire the shares of any other company or the
            whole or any part of the undertaking of any other company or person;

      5.1.7 enter into or amend or terminate any contract or commitment or any
            transaction;

      5.1.8 make any material change in the nature of its business or cease
            carrying on its business in whole or in part;

      5.1.9 dismiss or engage any employees or consultants or make any change in
            the terms and conditions of employment or engagement or pension
            benefits of any employees or consultants;

     5.1.10 directly or indirectly induce or endeavour to induce any employees
            or consultants to terminate their employment prior to Completion;

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                                                                         PAGE  7

      5.1.11 declare or pay any dividend;

      5.1.12 give any guarantee or indemnity;

      5.1.13 make any payment to or enter into any agreement with any Sellers;

      5.1.14 save in respect of interest accruing on the Company Loan Stock in
             accordance with its terms, incur any liability to any Sellers and
             no Sellers shall incur any liabilities to the Company or any
             subsidiary other than trading liabilities incurred in the ordinary
             course of business;

      5.1.15 vary or agree to vary the terms and conditions of any loans owing
             by the Company to any Sellers;

      5.1.16 borrow or agree to borrow any monies from any person;

      5.1.17 fail to repay creditors within their credit terms; or

      5.1.18 seek a purchaser for the SOE2 IPR as defined in the Development
             Agreement.

5.2   The parties to this agreement hereby agree for the avoidance of doubt that
      nothing in clause 5.1 shall prohibit or prevent the Company from drawing
      down further sums under the BoS Overdraft Facility and/or the Company Loan
      Stock to pay sums to VIS in accordance with the terms of the Development
      Agreement.

5.3   The Buyer shall be entitled to rescind this agreement by written notice to
      the Sellers in the event of any material breach of the terms of this
      clause 5 in which case this agreement shall terminate without any
      liability on the parties hereto.

6.    COMPLETION

6.1   Completion shall take place contemporaneously with completion of the
      Offer.

6.2   At Completion, the Warrantors shall deliver or cause to be delivered to
      the Buyer:

      6.2.1 the Updated Disclosure Letter duly executed by the Warrantors;

      6.2.2 the certificate of incorporation, all certificates on change of
            name, the seal and statutory books of the Company made up to the
            date of Completion;

      6.2.3 statements of balances at a date not more than two days prior to
            Completion with reconciliations to the date of Completion on all
            bank accounts of the Company and all current cheque books and bank
            mandates relating to such accounts;

      6.2.4 resignation letters in the agreed form executed as deeds by
            Alexander Catto as director and Andrew Lapping as director and
            secretary of the Company; and

      6.2.5 if required by the Buyer an unqualified resignation letter from the
            auditors of the Company in the form prescribed by section 394 of the
            Companies Act 1985.

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                                                                          PAGE 8

      6.2.6 letters of release from BoS evidencing the release and discharge of
            the charges given by the Company in favour of BoS.

6.3   At Completion, the Sellers severally shall deliver or cause to be
      delivered to the Buyer:

      6.3.1 stock transfer forms in respect of their Shares duly executed by the
            registered holders in favour of the Buyer or its nominee together
            with the relevant share certificates (or an express indemnity in the
            agreed form in respect of any share certificates found to be
            missing);

      6.3.2 the Registration Rights Agreement duly executed by them;

      6.3.3 the Escrow Letter duly executed by them;

      6.3.4 the Lock-Up Agreement duly executed by them; and

      6.3.5 written confirmation from each of the Sellers that that Seller
            satisfies one of the criteria set out in Schedule 5.

6.4   At Completion the Warrantors severally agree to use all reasonable
      endeavours to procure that a meeting of the Board of the Company is held
      at which the directors of the Company shall pass resolutions that:

      6.4.1 the Buyer or its nominees shall be registered as members of the
            Company subject only to the production of duly stamped and completed
            stock transfers forms;

      6.4.2 the registered office of the Company shall be changed to a place
            nominated by the Buyer;

      6.4.3 the accounting reference date of the Company shall be changed to a
            date nominated by the Buyer;

      6.4.4 each existing mandate given by the Company for the operation of its
            bank accounts shall be revoked;

      6.4.5 such persons as the Buyer may nominate shall be appointed as
            directors, secretary and auditors of the Company with effect from
            the end of the meeting;

      6.4.6 the resignations of the directors, secretary and auditors referred
            to in sub-clauses 6.2.4 and 6.2.5 are approved.

6.5   Subject to the simultaneous performance by the Sellers of their
      obligations in accordance with the foregoing provisions of this clause 6,
      the Buyer shall, subject only to the satisfaction or of the Conditions set
      out in sub-clause 3.1, at Completion:

      6.5.1 pay or cause to be paid to the Company and procure that the Company
            shall pay to the Sellers' Solicitors (whose receipt shall be a
            sufficient discharge therefor) a sum equivalent to the nominal value
            of the Company Loan Stock drawn down by the Company plus interest
            accrued up to the date of Completion;

      6.5.2 pay or cause to be paid to the Company and procure that the Company
            shall repay to BoS all sums borrowed from BoS under the BoS
            Overdraft Facility (together with accrued interest);

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                                                                          PAGE 9

      6.5.3 issue the Completion Consideration Shares in accordance with clause
            4.2 of this Agreement and deliver to the Sellers' Solicitors (whose
            receipt shall be a sufficient discharge therefor) the relevant
            documents of title; and

      6.5.4 procure the registration of the Completion Consideration Shares in
            the names of the persons referred to in clause 4.2.

6.6   If in any respect the provisions of clauses 6.2, 6.3 and 6.4 are not
      complied with on the date for Completion set by clause 6.1 the Buyer may:

      6.6.1 defer Completion to a date not more than 28 days after the date set
            out above (and so that the provisions of this sub-clause shall apply
            to Completion as so deferred); or

      6.6.2 proceed to Completion so far as practicable (without prejudice to
            its rights hereunder); or

      6.6.3 rescind this agreement in which case this agreement shall terminate
            without any liability on the parties hereto.

6.7   If in any respect the provisions of clause 6.5 are not complied with in
      any respect the Sellers may defer Completion, proceed to Completion or
      rescind this agreement as set out in clause 6.6.

6.8   The Sellers confirm that the payments set out in clauses 6.4.1 and 6.4.2
      are as directed by VIS and that such payments are to be in full
      satisfaction of the obligations of VIS to repay the loan plus interest and
      relevant costs under the Development Agreement.

6.9   The Buyer shall not be obliged to complete the purchase of any of the
      Shares unless the purchase of all the Shares is completed in accordance
      with this agreement.

6.10  The Sellers shall not be obliged to sell their Shares unless the Buyer
      completes the purchase of all the Shares in accordance with this
      agreement.

7.    BUYER WARRANTIES

7.1   The Buyer hereby warrants to the Sellers:

7.1.1 in the terms of the warranties given to the shareholders of VIS by the
      Buyer in the VIS Offer Document; and

7.1.2 that the Warranties set out in schedule 3 of this agreement are true and
      accurate at the date hereof and will be true and accurate on Completion.

8.    ENTIRE AGREEMENT

8.1   This agreement constitutes the entire agreement between the parties with
      respect to its subject matter. It supersedes all previous agreements and
      understandings between the parties.

9.    WAIVER

9.1   The Buyer may release or compromise the liability of any of the Sellers
      hereunder or grant to any Sellers time or other indulgence without
      affecting the liability of any other Sellers hereunder.
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                                                                         PAGE 10

9.2      No failure or delay by the Buyer or time or indulgence given by it in
         or before exercising any remedy or right under or in relation to this
         agreement shall operate as a waiver of the same nor shall any single or
         partial exercise of any remedy or right preclude any further exercise
         of the same or the exercise of any other remedy or right.

9.3      No waiver by any party of any requirement of this agreement or of any
         remedy or right under this agreement shall have effect unless given by
         notice in writing signed by such party. No waiver of any particular
         breach of the provisions of this agreement shall operate as a waiver of
         any repetition of such breach.

9.4      Any release, waiver or compromise or any other arrangement which the
         Buyer gives or enters into with any party to this agreement in
         connection with this agreement shall not affect any right or remedy of
         the Buyer as regards any other party's liabilities under or in relation
         to this agreement and such other party shall continue to be bound by
         this agreement as if it had been the sole contracting party.

9.5      A waiver of a breach of or default under any of the terms of this
         agreement will not prevent a party from subsequently requiring
         compliance with the waived obligation in respect of that breach or
         continued default.

10.      VARIATION

         This agreement may not be released, discharged, supplemented, amended,
         varied or modified except by an instrument in writing signed by a duly
         authorised representative of each of the parties hereto.

11.      CONFIDENTIALITY

11.1     Each party undertakes to the other to keep secret and confidential all
         information and in whatever form received during the continuance of
         this agreement or obtained as a result of entering into or performing
         this agreement.

11.2     Each party undertakes to the other not to use any information falling
         within sub-clause 11.1 above relating to the Company or any other
         party except for the purposes of this agreement and shall not (without
         the prior written consent of the other party) disclose the same to any
         person save to the extent necessary for the performance of this
         agreement and except to the extent that such information:

         11.2.1   is required to be disclosed by the law of any relevant
                  jurisdiction;

         11.2.2   is required to be disclosed by any securities exchange or
                  regulatory or governmental body to which either party is
                  subject or submits wherever situated including (without
                  limitation) the SEC, the UK Listing Authority, the London
                  Stock Exchange, the Financial Services Authority and the Panel
                  on Takeovers and Mergers whether or not the requirement for
                  information has the force of law, in which case the party
                  concerned shall take all such steps as may be reasonable and
                  practicable in the circumstances to agree the contents of such
                  announcement with the other party before making such
                  announcement provided that, in any event, any such
                  announcement shall be made only after notice to the other
                  party;

         11.2.3   is trivial or obvious;

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                                                                         PAGE 11

         11.2.4   is already in the public domain at the time of disclosure or
                  thereafter shall fall into the public domain other than as a
                  result of breach of this clause;

         11.2.5   is in the disclosing party's possession (as evidenced by
                  written records) otherwise than as a result of a breach of
                  this clause;

         11.2.6   becomes known to the disclosing party from a source other than
                  another party to this agreement otherwise than as a result of
                  a breach of this clause; or

         11.2.7   was disclosed after the express prior written approval of the
                  party to whom such information belongs.

11.3     Notwithstanding anything contained elsewhere in this agreement, the
         provisions of this clause 11 shall survive the termination or expiry of
         this agreement.

12.      ANNOUNCEMENTS

12.1     Save as otherwise provided in this clause 12 no public statement or
         announcement (or any statement or disclosure to any public or
         regulatory body or any other body which has an obligation to or which
         is likely to make public any such statement or disclosure) concerning
         the fact or subject matter of this agreement or any ancillary matter
         shall be made by any party without the prior written approval of the
         other, such approval not to be unreasonably withheld or delayed.

12.2     Any party may make an announcement concerning the subject matter of
         this agreement or any ancillary matter to the extent required by:

         12.2.1   the law of any relevant jurisdiction;

         12.2.2   any securities, exchange or regulatory or governmental body to
                  which that party is subject or submits, wherever situated,
                  including (without limitation) the SEC, the Financial Services
                  Authority, the London Stock Exchange and the Panel on
                  Takeovers and Mergers, whether or not the requirement has the
                  force of law, in which case the party concerned shall take all
                  such steps as may be reasonable and practicable in the
                  circumstances to agree the contents of such announcement with
                  the other party before making such announcement provided that,
                  in any event, any such announcement shall be made only after
                  notice to the other party.

12.3     The Buyer may at any time after Completion make an announcement or
         statement to customers, clients or suppliers of the Company informing
         them of the acquisition of the Shares by the Buyer.

13.      ASSIGNMENT

13.1     Subject to clause 13.2, no party may assign or in any way dispose of to
         any third party its rights under this agreement without the prior
         written consent of the other parties to this agreement.

13.2     Notwithstanding the provisions of clause 13.1, Scottish Enterprise may
         assign its rights under this Agreement to any statutory successor body.

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                                                                         PAGE 12

14.      NOTICES

14.1     Any notice to be given hereunder shall be in writing (other than
         writing on the screen of a visual display unit or other similar device
         which shall not be treated as writing for the purposes of this clause
         unless receipt of the relevant communication is acknowledged by the
         relevant party either by electronic mail or by other written means) and
         delivered by hand or by pre-paid first class post or by facsimile
         letter or by electronic mail letter (notices sent by facsimile or by
         electronic mail shall be confirmed immediately by pre-paid first class
         post) addressed and sent to the party to be served at the addresses
         provided in sub-clause 14.4.

14.2     Notices addressed as provided in sub-clause 14.4. shall be deemed to
         have been duly served:

         14.2.1   if sent by personal delivery, upon delivery at the address of
                  the relevant party;

         14.2.2   if sent by first class post, two business days after the date
                  of posting if posted in the country of destination otherwise
                  after seven days; and

         14.2.3   if sent by facsimile, when despatched provided that if any
                  such notice would otherwise be deemed to be served outside
                  working hours, such notice shall be deemed to be served at the
                  start of working hours on the next business day; and

         14.2.4   if sent by electronic mail, when receipt of the notice is
                  acknowledged in accordance with clause 14.1.

14.3     Save in respect of Scottish Enterprise, the address for service of the
         Sellers shall be the address (or principal address if more than one) of
         the Sellers' Solicitors or such other firm:-

         14.3.1   with which it may merge or which a majority of its partners
                  may join; or

         14.3.2   as the Sellers who own the majority in number of Shares may
                  notify in writing to the Buyer.

         If at any time it shall not be evident which firm of solicitors are
         appointed for the purposes of this sub-clause the Buyer may by notice
         to the Sellers and/or the Warrantors at their address in this Agreement
         nominate one of their number for the purposes of receiving and giving
         notices.

14.4  The relevant addressee, address, electronic mail address and facsimile
      number of each party for the purpose of this agreement are:

<TABLE>
<CAPTION>
NAME OF PARTY                  ADDRESS AND E-MAIL ADDRESS       FACSIMILE NUMBER
<S>                            <C>                              <C>
BAM! Entertainment, Inc        Upper Borough Court              01225 329298
                               Upper Borough Walls
                               Bath BA1 1RG

                               awilliams@bam4fun.com
</TABLE>

<PAGE>

                                                                         PAGE 13

<TABLE>
<S>                            <C>
The Sellers                    c/o Alexander Catto
                               Cairnsea Investments Limited
                               Clarebell House
                               6 Cork Street London W15 3NX

                               alex@cairnsea.com

Scottish Enterprise            The Company Secretary
                               Scottish Enterprise
                               150 Broomielaw
                               Atlantic Quay
                               Glasgow G2 8LU
</TABLE>

         or such other address as any party may have previously notified to the
         other.

14.5     Save in respect of Scottish Enterprise, notice given to the Sellers
         pursuant to clause 14.4 above shall be deemed to be notice to all the
         Sellers and any notice by the Sellers (other than a notice changing
         their Solicitors pursuant to clause 14.4) shall only be given by the
         Sellers' Solicitors or the Sellers nominated by the Buyer pursuant to
         clause 14.4.

14.6     The provisions of clauses 14.3 and 14.5 shall not apply in respect of
         any notice to Scottish Enterprise which must be served in accordance
         with clauses 14.1 and 14.2 at the address set out in clause 14.4 or
         such other address as they may notify to the other parties.

15.      COUNTERPARTS

         This agreement may be entered into in any number of counterparts and by
         the parties to it on separate counterparts, each of which when executed
         and delivered shall be an original, but all the counterparts together
         shall constitute one and the same document. This agreement may be
         validly exchanged by fax.

16.      COSTS AND EXPENSES

         Each party to this agreement shall pay its own costs of and incidental
         to this agreement and the sale and purchase hereby agreed to be made.

17.      RIGHTS OF THIRD PARTIES

17.1     Save for the rights of VIS set out in clause 3, no other person who is
         not a party to this agreement shall have any right under the Contracts
         (Rights of Third Parties) Act 1999 to enforce any term of this
         agreement.

17.2     Nothing contained in clause 17.1 shall affect any right or remedy of
         any third party which exists or is available other than under the
         Contracts (Rights of Third Parties) Act 1999 or the rights of VIS
         thereunder.

18.      GENERAL PROVISIONS

18.1     This agreement shall be binding upon and enure for the benefit of the
         personal representatives and successors of the parties as the case may
         be.

18.2     The provisions of this agreement in so far as the same shall not have
         been performed at Completion shall remain in full force and effect.

<PAGE>

                                                                         PAGE 14

19.      GOVERNING LAW AND JURISDICTION

         This agreement is governed by and shall be construed in accordance with
         English law and the parties hereto submit to the exclusive jurisdiction
         of the English Courts in respect of any dispute arising from this
         agreement.

AS WITNESS whereof this agreement has been executed the day and year first
before written.

<PAGE>

                                                                         PAGE 15

                                   SCHEDULE 1
                    THE SELLERS AND THE SHARE CONSIDERATION

<TABLE>
<CAPTION>
                                                                          (2)             (3)           (4)            (5)
                                                         (1)           NUMBER OF      COMPLETION      ESCROW          TOTAL
                                                   NUMBER OF A SALE  ORDINARY SALE  CONSIDERATION  CONSIDERATION  CONSIDERATION
       NAME                      ADDRESS                SHARES           SHARES         SHARES       SHARES(1)        SHARES
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>               <C>            <C>            <C>            <C>
Christiaan Richard       Balmyle Road                     320            1,680         125,611         8,182
David van der Kuyl       Broughty Ferry                                                               13,636         147,429
                         Dundee DD5 1JJ

                         FLAT 2                           320            1,680         125,611         8,182         147,429
Patrick Burns            5 Argyle Park Terrace                                                        13,636
                         Edinburgh EH9 1JY
</TABLE>

---------------------

(1) In respect of the Escrow Consideration Shares, the first figure quoted
    relates to those shares to be placed into the Net Asset Escrow Account
    (225,000 Escrow Consideration Shares in total) and the second figure quoted
    relates to those shares to be placed into the Warranty Escrow Account
    (375,000 Escrow Consideration Shares in total).

<PAGE>

                                                                         PAGE 16

<TABLE>
<CAPTION>
                                                                          (2)             (3)           (4)            (5)
                                                         (1)           NUMBER OF      COMPLETION      ESCROW          TOTAL
                                                   NUMBER OF A SALE  ORDINARY SALE  CONSIDERATION  CONSIDERATION  CONSIDERATION
       NAME                      ADDRESS                SHARES           SHARES         SHARES       SHARES(1)        SHARES
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>               <C>            <C>            <C>            <C>
Peter Baillie            5 Norwood Crescent               160              840          62,806         4,091          73,715
                         Dundee DD2 1PD                                                                6,818

John Boyle               44 Westbourne                  3,581                1         393,641        25,640         462,014
                         Gardens, Kelvinside,                                                         42,733
                         Glasgow G12 9QX

Alexander Gordon Catto   79 Mount Street,               1,791                0         196,849        12,822         231,040
                         London W1K 2SN                                                               21,369

Brendon Clouston         2 Wilton Terrace,                201            2,500         156,676        10,205         183,890
                         London SW1X 8RR                                                              17,009
</TABLE>

<PAGE>

                                                                         PAGE 17

<TABLE>
<CAPTION>
                                                                              (2)             (3)           (4)            (5)
                                                             (1)           NUMBER OF      COMPLETION      ESCROW          TOTAL
                                                       NUMBER OF A SALE  ORDINARY SALE  CONSIDERATION  CONSIDERATION  CONSIDERATION
       NAME                      ADDRESS                    SHARES           SHARES         SHARES       SHARES(1)        SHARES
-----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                           <C>               <C>            <C>            <C>            <C>
Coppertop Concepts       Green Lane, Lasswade,                521                0          57,264         3,730          67,210
Limited                  EH18 1HE                                                                          6,216

Lord Catto's             Clarebell House, 6                 1,791                0         196,849        12,822         231,040
Settlement of            Cork Street, London W15 3NX                                                      21,369
November 1976

Noble Grossart           48 Queen Street,                     115                0          12,640           823          14,835
Investments Limited      Edinburgh EH2 3NR                                                                 1,372

AB Services              37 Peter Street,                       0            4,000         215,334        14,026         252,737
                         Manchester M2 5GB                                                                23,377
</TABLE>

<PAGE>

                                                                         PAGE 18

<TABLE>
<CAPTION>
                                                                          (2)             (3)           (4)            (5)
                                                         (1)           NUMBER OF      COMPLETION      ESCROW          TOTAL
                                                   NUMBER OF A SALE  ORDINARY SALE  CONSIDERATION  CONSIDERATION  CONSIDERATION
       NAME                      ADDRESS                SHARES           SHARES         SHARES       SHARES(1)        SHARES
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>               <C>            <C>            <C>            <C>
David Brock              Windyridge, 44                     0              400          21,534         1,402          25,274
                         Beechwood Avenue,                                                             2,338
                         Little Chalfont,
                         Buckinghamshire
                         MP6 6PN

Paul Chestnutt           Oakhurst House, St                 0            2,000         107,667         7,013         126,368
                         Leonards Hill,                                                               11,688
                         Windsor SL4 4AJ

John Fickling            Hudworth Tower,                    0            2,000         107,667         7,013         126,368
                         Castle Eden, County                                                          11,688
                         Durham TS27 4SJ

Five Oceans              West Compton                       0            2,000         107,667         7,013         126,368
Foundation               House, West                                                                  11,688
                         Compton, Nr
                         Dorchester, Dorset
                         DT2 0EY
</TABLE>

<PAGE>

                                                                         PAGE 19

<TABLE>
<CAPTION>
                                                                          (2)             (3)           (4)            (5)
                                                         (1)           NUMBER OF      COMPLETION      ESCROW          TOTAL
                                                   NUMBER OF A SALE  ORDINARY SALE  CONSIDERATION  CONSIDERATION  CONSIDERATION
       NAME                      ADDRESS                SHARES           SHARES         SHARES       SHARES(1)        SHARES
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>               <C>            <C>            <C>            <C>
Andrew Fraser            16 Lord North Street,              0              600          32,300         2,104          37,910
                         London SW1P 3LD                                                               3,506

Jonathan Horne           Woodland Court,                    0            2,500         134,585         8,766         157,961
                         Kempshott,                                                                   14,610
                         Basingstoke, Hampshire
                         RG23 7NL

Anthony Kennan           21 Moor Crescent.                  0            2,020         108,744         7,083         127,632
                         Newcastle-upon-Tyne                                                          11,805
                         NE3 4AP

Northern Edge            91 Mitchell Street,                0              200          10,767           701          12,637
Limited                  Glasgow G1 3LN                                                                1,169
</TABLE>

<PAGE>

                                                                         PAGE 20
<TABLE>
<CAPTION>
                                                                          (2)             (3)           (4)            (5)
                                                         (1)           NUMBER OF      COMPLETION      ESCROW          TOTAL
                                                   NUMBER OF A SALE  ORDINARY SALE  CONSIDERATION  CONSIDERATION  CONSIDERATION
       NAME                      ADDRESS                SHARES           SHARES         SHARES       SHARES(1)        SHARES
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>               <C>            <C>            <C>            <C>
Carl Openshaw            2 Calverly Park,                   0              400          21,534         1,402          25,274
                         Tunbridge Wells, Kent                                                         2,338
                         TN1 2SH

Linda Reid               1 Fingalton Road,                  0            3,000         161,500        10,520         189,552
                         Newton Mearns,                                                               17,532
                         Glasgow G77 6PA

Ian Cleland Ritchie      Coppertop, Green
                         Lane, Lasswade,                                                              11,712
                         EH18 1HE                           0            3,340         179,804        19,519         211,035

William Martin           4 Buckstane Park,                  0              400          21,534         1,402          25,274
Ritchie                  Edinburgh EH10 6PA                                                            2,338
</TABLE>

<PAGE>

                                                                         PAGE 21

<TABLE>
<CAPTION>
                                                                          (2)             (3)           (4)            (5)
                                                         (1)           NUMBER OF      COMPLETION      ESCROW          TOTAL
                                                   NUMBER OF A SALE  ORDINARY SALE  CONSIDERATION  CONSIDERATION  CONSIDERATION
       NAME                      ADDRESS                SHARES           SHARES         SHARES       SHARES(1)        SHARES
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>               <C>            <C>            <C>            <C>
Simon Rogers             West Farm House,                   0            2,500         134,585         8,766         157,961
                         Newton Tony,                                                                 14,610
                         Salisbury, SP4 0HF

Scottish Enterprise      150 Broomielaw                     0              820          44,144         2,875          51,811
                         Atlantic Quay                                                                 4,792
                         Glasgow G2 8LU

Julian Summer            South Farm, Water                  0            2,000         107,667         7,013         126,368
                         Eaton, Swindon,                                                              11,688
                         Wiltshire SN6 6JV

TBI Financial            1st Floor, The Robert              0              400          21,534         1,402          25,274
Services Limited         Cort Building, Elgar                                                          2,338
                         Road South, Reading,
                         Berkshire RG2 0DL
</TABLE>

<PAGE>

                                                                         PAGE 22

<TABLE>
<CAPTION>
                                                                          (2)             (3)           (4)            (5)
                                                         (1)           NUMBER OF      COMPLETION      ESCROW          TOTAL
                                                   NUMBER OF A SALE  ORDINARY SALE  CONSIDERATION  CONSIDERATION  CONSIDERATION
       NAME                      ADDRESS                SHARES           SHARES         SHARES       SHARES(1)        SHARES
-------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                       <C>               <C>            <C>            <C>            <C>
The Hamilton             91 Mitchell Street,                0            5,420          291,777       19,005         342,457
Portfolio                Glasgow, G1 3LN                                                              31,675
Investments
Limited

Christiaan van der       Balmyle, Balmyle                   0            5,500          296,085       19,285         347,513
Kuyl                     Road, Broughty Ferry,                                                        32,143
                         Dundee DD5 1JJ
                                                        -----           ------        ---------      -------       ---------
TOTAL SHARES                                            8,800           46,201        3,454,376      600,000       4,054,376
                                                        =====           ======        =========      =======       =========
</TABLE>

<PAGE>

                                                                         PAGE 23

                                   SCHEDULE 2

                             RESOLUTION EXIT SHARES

<TABLE>
<CAPTION>
                                                                                                               NUMBER OF
                                                                                     PERCENTAGE OF BENEFIT   CONSIDERATION
           NAME                                     ADDRESS                                RECEIVABLE           SHARES
--------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                    <C>                     <C>
David Scott                   40 The Grove, Ealing, London W5 5LH                            0.40%              18,000

Roderick Simpson              15 Winchendon Road, London SW6 SDH                             0.30%              13,500

Hamish Ridgwell               27 Dundonald Road, London NW10 3HP                             0.30%              13,500
</TABLE>

<PAGE>

                                                                         PAGE 24

<TABLE>
<CAPTION>
                                                                                                               NUMBER OF
                                                                                     PERCENTAGE OF BENEFIT   CONSIDERATION
           NAME                                     ADDRESS                                RECEIVABLE           SHARES
--------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                    <C>                     <C>
Cairnsea Investments          Clarebell House, 6 Cork Street, London W15                     0.50%              22,500
Limited                       3NX

Alexander Catto               79 Mount Street, London W1K 2SN                                0.25%              11,250

Jonathan Quirk                C/o Cairnsea Investments Limited, Clarebell                    0.25%              11,250
                              House, 6 cork street, London W15 3NX

John Boyle                    C/o Hamilton Portfolio Limited, 91 Mitchell
                              Street, Glasgow G1 3LN                                         0.80%              36,000

Andrew Lapping                C/o Hamilton Portfolio Limited, 91 Mitchell                    0.15%               6,750
                              Street, Glasgow G1 3LN

Stewart Robinson              C/o Hamilton Portfolio Limited, 91 Mitchell                    0.03%               1,350
                              Street, Glasgow G1 3LN
</TABLE>

                                       24

<PAGE>

                                                                         PAGE 25

<TABLE>
<CAPTION>
                                                                                                               NUMBER OF
                                                                                     PERCENTAGE OF BENEFIT   CONSIDERATION
           NAME                                     ADDRESS                                RECEIVABLE           SHARES
--------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                                                    <C>                     <C>
Paul Johnston                 C/o Hamilton Portfolio Limited, 91 Mitchell                    0.02%                 900
                              Street, Glasgow G1 3LN
                                                                                            -----              -------
TOTAL                                                                                        3.00%             135,000
                                                                                            =====              =======
</TABLE>

                                       25

<PAGE>

                                                                         PAGE 26

                                   SCHEDULE 3

                                   LOAN NOTES

<TABLE>
<CAPTION>
                                                                                          NUMBER OF LOAN
               NAME                                      ADDRESS                               NOTES
--------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                 <C>
John Boyle                            44 Westbourne Gardens, Kelvinside,
                                      Glasgow G12 9QX                                        177,289

Alexander Gordon Catto                79 Mount Street, London W1K 2SN                         88,645

Brendon Clouston                      2 Wilton Terrace, London SW1X 8RR                      102,440

Coppertop Concepts Limited            Green Lane, Lasswade, EH18 1HE                          25,780

Lord Catto's Settlement of            Clarebell House, 6 Cork Street, London
November 1976                         W15 3NX                                                 88,645

Noble Grossart Investments Limited    48 Queen Street, Edinburgh EH2 3NR                       5,702

AB Services                           37 Peter Street, Manchester M2 5GB                     148,000

David Brock                           Windyridge, 44 Beechwood Avenue,
                                      Little Chalfont, Buckinghamshire MP6                    19,800
                                      6PN

Paul Chestnutt                        Oakhurst House, St Leonards Hill,                       74,000
                                      Windsor SL4 4AJ

John Fickling                         Hudworth Tower, Castle Eden, County
                                      Durham TS27 4SJ                                         74,000
</TABLE>

<PAGE>

                                                                         PAGE 27

<TABLE>
<CAPTION>
                                                                                          NUMBER OF LOAN
               NAME                                      ADDRESS                               NOTES
--------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                 <C>
Five Oceans Foundation                West Compton House, West Compton,                       74,000
                                      Nr Dorchester, Dorset DT2 0EY

Andrew Fraser                         16 Lord North Street, London SW1P 3LD                   29,700

Jonathan Horne                        Woodland Court, Kempshott,                              92,500
                                      Basingstoke, Hampshire RG23 7NL

Anthony Kennan                        21 Moor Crescent. Newcastle-upon-                       74,740
                                      Tyne NE3 4AP

Northern Edge Limited                 91 Mitchell Street, Glasgow G1 3LN                       9,900

Carl Openshaw                         2 Calverly Park, Tunbridge Wells, Kent                  19,800
                                      TN1 2SH

Linda Reid                            1 Fingalton Road, Newton Mearns,                       111,000
                                      Glasgow G77 6PA

Ian Cleland Ritchie                   Coppertop, Green Lane, Lasswade,                       123,580
                                      EH18 1HE

William Martin Ritchie                4 Buckstane Park, Edinburgh EH10 6PA                    19,800

Simon Rogers                          West Farm House, Newton Tony,                           92,500
                                      Salisbury, SP4 0HF
</TABLE>

                                       27

<PAGE>

                                                                         PAGE 28

<TABLE>
<CAPTION>
                                                                                          NUMBER OF LOAN
               NAME                                      ADDRESS                               NOTES
--------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                 <C>
Scottish Enterprise                   150 Broomielaw, Atlantic Quay,                          40,590
                                      Glasgow G2 8LU

Julian Summer                         South Farm, Water Eaton, Swindon,                       74,000
                                      Wiltshire SN6 6JV

TBI Financial Services                1st Floor, The Robert Cort Building,                    19,800
Limited                               Elgar Road South, Reading, Berkshire
                                      RG2 DDL

The Hamilton Portfolio                91 Mitchell Street, Glasgow, G1 3LN                    200,540
Investments Limited

Christiaan van der Kuyl               Balmyle, Balmyle Road, Broughty Ferry,                 203,500
                                      Dundee DD5 1JJ
                                                                                           ---------
TOTAL                                                                                      1,990,251
                                                                                           =========
</TABLE>

                                       28

<PAGE>

                                                                         PAGE 29

                                   SCHEDULE 4

                               BUYER'S WARRANTIES

1.       ORGANISATION

         Buyer is a corporation duly organised and validly existing and in good
         standing under the laws of the State of Delaware.

2.       CAPITALISATION

         The authorised capital stock of Buyer consists of 100,000,000 shares of
         Buyer Common Stock, $0.001 par value, of which 20,340,822 shares of
         Buyer Common Stock are issued and outstanding and 9,484,173 shares of
         Buyer Common Stock are issuable upon the exercise of outstanding
         warrants, convertible notes and options pursuant to Stock Option Plans
         (the "Buyer Stock Plans") and otherwise. Also authorised are 10,000,000
         shares of preferred stock, $0.001 par value, of which no shares are
         issued and outstanding. Except as set forth above, no shares of capital
         stock or other equity securities of Buyer are issued, reserved for
         issuance or outstanding. All outstanding shares of capital stock of
         Buyer are, and all shares which may be issued pursuant to this
         Agreement will be, when issued, duly authorised, validly issued, fully
         paid and nonassessable and, not subject to preemptive rights, and
         issued in compliance with all applicable state and federal laws
         concerning the issuance of securities.

3.       CORPORATE AUTHORITY

         Buyer has full corporate power and authority to enter into the
         Agreements and to consummate the transactions contemplated hereby and
         thereby. The execution, delivery and performance by Buyer of the
         Agreements have been duly authorised by all requisite corporate action.
         This Agreement has been, and each of the other Agreements will be as at
         Completion, duly executed and delivered by Buyer, and (assuming due
         execution and delivery by the Sellers) this Agreement constitutes, and
         each of the other agreements when executed and delivered will
         constitute, a valid and binding obligation of Buyer, enforceable in
         accordance with its terms, except as such enforceability may be limited
         by bankruptcy, insolvency, reorganisation or similar laws affecting
         creditors' rights generally or by general equitable principles.

4.       NO VIOLATION

         Buyer is not subject to or bound by any provision of:

4.1      any law, statute, rule, regulation or judicial or administrative
         decision;

4.2      any articles or certificate of incorporation or bylaws;

4.3      any mortgage, deed of trust, lease, note, shareholders' agreement,
         bond, indenture, other instrument or agreement, license, permit, trust,
         custodianship, other restriction; or

4.4      any judgment, order, writ, injunction or decree of any court,
         governmental body, administrative agency or arbitrator, that would
         prevent or be violated by, or under which there would be a default as a
         result of, the execution, delivery and performance by Buyer of this
         Agreement and the consummation of the transactions contemplated hereby.
         Except as set forth in clause 3.1 of this agreement, no consent,
         approval or authorisation of or declaration or filing with any Person
         is required for the valid execution, delivery and performance by

<PAGE>

                                                                         PAGE 30

         Buyer or this Agreement and the consummation of the transactions
         contemplated hereby.

5.       S.E.C. DOCUMENTS; UNDISCLOSED LIABILITIES

         Buyer has filed all reports, schedules, forms, statements and other
         documents as required by the Securities and Exchange Commission
         statements and other documents as required by the Securities and
         Exchange Commission (the "S.E.C.") and documents incorporated by
         reference therein, the "Buyer S.E.C. Documents"). As of their
         respective dates, the Buyer S.E.C. Documents complied in all material
         respects with the requirements of the Securities Act or the Securities
         Exchange Act of 1934, as the case may be, and the rules and regulations
         of the S.E.C. promulgated thereunder applicable to such Buyer S.E.C.
         documents, and none of the Buyer S.E.C. Documents (including any and
         all consolidated financial statements included therein) as of such date
         contained any untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary in order to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading. Except to the extent revised or
         superseded by a subsequent filing with the S.E.C., none of the Buyer
         S.E.C. Documents contains any untrue statement of a material fact or
         omits to state any material fact or omitted to state a material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading. The consolidated financial statements of Buyer
         included in such Buyer S.E.C. Documents comply as to form in all
         material respects with applicable accounting requirements and the
         published rules and regulations of the S.E.C. with respect thereto,
         have been prepared in accordance with generally accepted accounting
         principles (except, in the case of unaudited consolidated quarterly
         statements, as permitted by Form 10-Q of the S.E.C.) applied on a
         consistent basis during the periods involved (except as may be
         indicated in the notes thereto) and fairly present the consolidated
         financial position of Buyer and its consolidated subsidiaries as of the
         dates thereof and the consolidated results of operations and changes in
         cash flows for the periods then ended (subject, in the case of
         unaudited quarterly statements, to normal year-end audit adjustments as
         determined by Buyer's independent accountants). Except as set forth in
         the Buyer S.E.C. Documents, at the date of the most recent audited
         financial statements of Buyer included in the Buyer S.E.C. Documents,
         neither Buyer nor any of its subsidiaries had, and since such date
         neither Buyer nor any of such subsidiaries has incurred, any
         liabilities or obligations of any nature (whether accrued, absolute,
         contingent or otherwise) which, individually or in the aggregate, could
         reasonably be expected to have a material adverse effect with respect
         to Buyer.

6.       ABSENCE OF CERTAIN CHANGES

         Save as disclosed in the Offer Document, since the date of the most
         recent financial statements included in the Buyer S.E.C. Documents,
         Buyer has conducted its business only in the ordinary course consistent
         with past practice in light of its current business circumstances, and
         save as disclosed in the Offer Document, there is not and has not been
         any material adverse change with respect to Buyer.

                                       30
<PAGE>

                                                                         PAGE 31

                                   SCHEDULE 5

                               INVESTOR CRITERIA

Each Seller must confirm that he or it satisfies one of the three criteria set
out below.

1.       The Seller is a natural person that satisfies one or more of the
         following qualifications as an "accredited investor" as defined in
         Regulation D of the Securities Act:

         (a)      such Seller's own net worth, taken together with the net worth
                  of such Seller's spouse, exceeds $1,000,000 U.S. Dollars;

         (b)      such Seller has an individual gross income in excess of
                  $200,000 (or joint income with such Seller's spouse in excess
                  of $300,000) in each of the two previous years and reasonably
                  expects a gross individual income in excess of $200,000 (or
                  joint income with such Seller's spouse in excess of $300,000)
                  this year; or

         (c)      such Seller has sufficient knowledge and experience in
                  financial and business matters that such Seller is capable of
                  evaluating the merits and risk of investing in BAM!
                  Entertainment, Inc.

2.       The Seller is a business entity that satisfies one or more of the
         following qualifications as an "accredited investor" as defined in
         Regulation D of the Securities Act:

         (a)      such Seller is a bank, savings and loan association or other
                  institution acting in its individual or fiduciary capacity;

         (b)      such Seller is a broker or dealer;

         (c)      such Seller is an insurance company;

         (d)      such Seller is an investment company or a business development
                  company under the Investment Company Act of 1940 (United
                  States);

         (e)      such Seller is a trust, not formed for the specific purpose of
                  acquiring the securities offered, with total assets in excess
                  of $5,000,000 and whose purchase is directed by a person who
                  has such knowledge and experience in financial and business
                  matters that such person is capable of evaluating the merits
                  and risks of the owning the BAM! Entertainment, Inc
                  Consideration Shares; or

         (f)      such Seller is a corporation, partnership or business trust
                  and (i) was not formed for the specific purpose of receiving
                  the BAM! Entertainment, Inc Consideration Shares and (ii) has
                  assets in excess of $5,000,000.

         (g)      such Seller is an entity as to which all other equity owners
                  are "accredited investors" as defined herein.

3.       The Seller represents and warrants that it is not a citizen or resident
         of the United States.

                                       31
<PAGE>

                                                                         PAGE 32

IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be executed by their respective
officers thereunto duly authorized,

as of this 18th date of February, 2004

Signed by

BAM! ENTERTAINMENT, INC
acting by:


/s/ Anthony R. Williams
Anthony R. Williams
Director


<PAGE>

                                                                         PAGE 33

Signed by
CHRISTIAN RICHARD DAVID VAN DER         /s/ [illegible] as attorney
KUYL                                    ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------

Signed by
PATRICK BURNS                           /s/ [illegible] as attorney
In the presence of:                     ----------------------------------------

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------

Signed by
PETER BAILLIE                           /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
BRENDAN COULSTON                        /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


                                       33
<PAGE>

                                                                         PAGE 34

Signed by
JOHN FICKLING                           /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
DAVID BROCK                             /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------

Signed by
IAN CLELAND RITCHIE                     /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------

Signed by
ANTHONY KENNAN                          /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------



                                       34
<PAGE>

                                                                         PAGE 35

Signed by
PAUL CHESTNUTT                          /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
SIMON ROGERS                            /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
JONATHAN HORNE                          /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
WILLIAM MARTIN RITCHIE                  /s/ William Martin Richie
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Crawford Baptie
                                        ----------------------------------------
Witness name                            Crawford Baptie
                                        ----------------------------------------
Address                                 4 Inch Murrin
                                        East Kilbride
                                        G74 25X
                                        ----------------------------------------


                                       35

<PAGE>

                                                                         PAGE 36

Signed by
CARL OPENSHAW                           /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
ANDREW FRASER                           /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
JULIAN SUMMER                           /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
LINDA REID                              /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


                                       36
<PAGE>

                                                                         PAGE 37

Signed by
CHRISTIAAN VAN DER KUYL                 /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
ALEXANDER GORDON CATTO                  /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


Signed by
JOHN BOYLE                              /s/ [illegible] as attorney
                                        ----------------------------------------
In the presence of:

Witness signature                       /s/ Jonathan Stuart Quirk
                                        ----------------------------------------
Witness name                            Jonathan Stuart Quirk
                                        ----------------------------------------
Address                                 17 Chipstead Street
                                        London SW6 35R
                                        ----------------------------------------


                                       37
<PAGE>

                                                                         PAGE 38

Signed by
NORTHERN EDGE LIMITED
acting by:                       /s/ [ILLEGIBLE]

Signed by
TBI FINANCIAL SERVICES LIMITED
acting by:                       /s/ [ILLEGIBLE]

Signed by
FIVE OCEANS FOUNDATION
acting by:                       /s/ [ILLEGIBLE]

Signed by
AB SERVICES
acting by:                       /s/ [ILLEGIBLE]

Signed by
THE HAMILTON PORTFOLIO
INVESTMENTS LIMITED
acting by:                       /s/ [ILLEGIBLE]

SEALED with the COMMON SEAL
And SUBSCRIBED for and on behalf of
SCOTTISH ENTERPRISE
acting by:

/s/ JOHN M MILLOW
_________________________________
Authorised Signatory

Signed by
LORD CATTO'S SETTLEMENT OF
NOVEMBER 1996
acting by:                       /s/ [ILLEGIBLE]

                                       38
<PAGE>

                                                                         PAGE 39

Signed by
COPPERTOPS CONCEPTS LIMITED
acting by:                       /s/ [ILLEGIBLE]

Signed by
NOBLE GROSSART INVESTMENTS
LIMITED
acting by:                       /s/ [ILLEGIBLE]

                                       39